SVN 7 Days Grp. Holdings Limited American Depositary Shares, Each Representing Three Ordinary Shares

CUSIP No. 86688Q100 PAGE 2 OF 10


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(1) NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Polar Securities Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [X]
 (b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 Canada
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NUMBER OF (5) SOLE VOTING POWER
 -0-
SHARES ____________________________________________________________

BENEFICIALLY (6) SHARED VOTING POWER
 7,525,950
OWNED BY ____________________________________________________________

EACH (7) SOLE DISPOSITIVE POWER
 -0-
REPORTING ____________________________________________________________

PERSON WITH (8) SHARED DISPOSITIVE POWER
 7,525,950
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 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 7,525,950
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 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 11.5%
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 (12) TYPE OF REPORTING PERSON
 IA
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CUSIP No. 86688Q100 PAGE 3 OF 10


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(1) NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 South Pole Capital Master Fund
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [X]
 (b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
 -0-
SHARES ____________________________________________________________

BENEFICIALLY (6) SHARED VOTING POWER
 3,152,400
OWNED BY ____________________________________________________________

EACH (7) SOLE DISPOSITIVE POWER
 -0-
REPORTING ____________________________________________________________

PERSON WITH (8) SHARED DISPOSITIVE POWER
 3,152,400
------------------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 3,152,400
------------------------------------------------------------------------------
 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 4.8%
------------------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON
 CO
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CUSIP No. 86688Q100 PAGE 4 OF 10


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(1) NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 South Pole Capital LP
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [X]
 (b) [ ]
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 Canada
------------------------------------------------------------------------------

NUMBER OF (5) SOLE VOTING POWER
 -0-
SHARES ____________________________________________________________

BENEFICIALLY (6) SHARED VOTING POWER
 4,373,550
OWNED BY ____________________________________________________________

EACH (7) SOLE DISPOSITIVE POWER
 -0-
REPORTING ____________________________________________________________

PERSON WITH (8) SHARED DISPOSITIVE POWER
 4,373,550
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 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 4,373,550
------------------------------------------------------------------------------
 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 6.7%
------------------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON
 PN
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CUSIP No. 86688Q100 PAGE 5 OF 10

ITEM 1(a). NAME OF ISSUER:

 Sun-Times Media Group, Inc. (the "Company")

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 350 North Orleans St.
 Floor 10 South
 Chicago, IL 60654


ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL
BUSINESS OFFICE AND CITIZENSHIP:

 This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons":

 (i) South Pole Capital Master Fund ("South Pole Master"), a
 Cayman Islands exempted company, with respect to the Shares
 (defined in item 2(d) below) reported in this Schedule 13G
 directly owned by it.

 (ii) South Pole Capital LP ("South Pole"), an Ontario, Canada
 limited partnership, with respect to the Shares reported in
 this Schedule 13G directly owned by it.

 (iii) Polar Securities Inc. ("Polar Securities"), a company
 incorporated under the laws on Ontario, Canada, with respect
 to the Shares reported in this Schedule 13G directly owned
 by South Pole Master and South Pole.

The citizenship of each of the Reporting Persons is set forth above.

The address of the principal business office of each of the Reporting Persons is
372 Bay Street, 21st floor, Toronto, Ontario M5H 2W9, Canada.

ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common stock, $.01 Par Value
 (the "Shares")

ITEM 2(e). CUSIP NUMBER: 86688Q100

CUSIP No. 86688Q100 PAGE 6 OF 10


ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:

 (a) [ ] Broker or dealer registered under Section 15 of the
 Act;

 (b) [ ] Bank as defined in Section 3(a)(6) of the Act;

 (c) [ ] Insurance Company as defined in Section 3(a)(19)
 of the Act;

 (d) [ ] Investment Company registered under Section 8
 of the Investment Company Act of 1940;

 (e) [ ] Investment Adviser registered under Section 203
 of the Investment Advisers Act of 1940: see
 Rule 13d-1(b)(1)(ii)(E);

 (f) [ ] Employee Benefit Plan, Pension Fund which is
 subject to the provisions of the Employee
 Retirement Income Security Act of 1974 or
 Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

 (g) [ ] Parent Holding Company, in accordance with
 Rule 13d-1(b)(ii)(G);

 (h) [ ] Savings Associations as defined in Section 3(b)
 of the Federal Deposit Insurance Act;

 (i) [ ] Church Plan that is excluded from the
 definition of an investment company under Section
 3(c)(14) of the Investment Company Act of 1940;

 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]

CUSIP No. 86688Q100 PAGE 7 OF 10

ITEM 4. OWNERSHIP.

 Polar Securities Inc. serves as the investment manager to South Pole
Master and South Pole and a number of discretionary accounts with respect to
which it has voting and dispositive authority over the Shares reported in this
Schedule 13G.

 Each of the Reporting Persons hereby disclaims any beneficial ownership
of any such Shares.

 A. Polar Securities

 (a) Amount beneficially owned: 7,525,950

 (b) Percent of class: 11.5% (all percentages herein are based on
 65,438,124 Shares reported to be outstanding as of April 30, 2008
 as reflected in the Form 10-Q filed by the Company on May 9,
 2008).

 (c) Number of shares as to which such person has:

 (i) sole power to vote or to direct the vote: 0 Shares.

 (ii) shared power to vote or to direct the vote: 7,525,950
 Shares.

 (iii) sole power to dispose or to direct the disposition of: 0
 Shares.

 (iv) shared power to dispose or to direct the disposition of:
 7,525,950 Shares

 B. South Pole Master

 (a) Amount beneficially owned: 3,152,400

 (b) Percent of class: 4.8%

 (c) Number of shares as to which such person has:

 (i) sole power to vote or to direct the vote: 0 Shares.

 (ii) shared power to vote or to direct the vote: 3,152,400
 Shares.

 (iii) sole power to dispose or to direct the disposition of: 0
 Shares.

 (iv) shared power to dispose or to direct the disposition of:
 3,152,400 Shares

 C. South Pole

 (a) Amount beneficially owned: 4,373,550

 (b) Percent of class: 6.7%

CUSIP No. 86688Q100 PAGE 8 OF 10


 (c) Number of shares as to which such person has:

 (i) sole power to vote or to direct the vote: 0 Shares.

 (ii) shared power to vote or to direct the vote: 4,373,550
 Shares.

 (iii) sole power to dispose or to direct the disposition of: 0
 Shares.

 (iv) shared power to dispose or to direct the disposition of:
 4,373,550 Shares

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
 PERSON.

 See Item 4.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
 ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
 COMPANY.

 Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 See Item 4.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

 Not applicable.

ITEM 10. CERTIFICATION (if filing pursuant to Rule 13d-1(c))

 Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and not held in
connection with or as a participant in any transaction having that purpose or
effect.

CUSIP No. 86688Q100 PAGE 9 OF 10


 SIGNATURES

 After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.


DATED: May 12, 2008 Polar Securities Inc.
 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer

 South Pole Capital Master Fund
 By: Polar Securities Inc.
 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer

 South Pole Capital LP
 By: Polar Fund Management III Inc,
 its General Partner
 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer

CUSIP No. 86688Q100 PAGE 10 OF 10


 EXHIBIT 1
 JOINT ACQUISITION STATEMENT

 PURSUANT TO RULE 13d-1(k)

 The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.

DATED: May 12, 2008 Polar Securities Inc.
 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer

 South Pole Capital Master Fund
 By: Polar Securities Inc.
 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer

 South Pole Capital LP
 By: Polar Fund Management III Inc,
 its General Partner.
 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer